Base Service Agreement
Last updated: 03‑19‑2026
BY ACCEPTING THIS AGREEMENT, EITHER BY INDICATING YOUR ACCEPTANCE, EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT, OR RECEIVING OR UTILIZING THE SERVICES DESCRIBED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. Scope
This Base Service Agreement (“Agreement”) becomes effective as of the effective date of any sales order, statement of work, or similar ordering document (“Sales Order”) that references this Agreement and is entered into between TigerGuard IT, Inc. (“Service Provider”) and the entity identified on the Sales Order (“Client”).
This Agreement establishes the general terms under which Service Provider may deliver information technology services to Client. Specific services, service levels, pricing, and scope are defined in applicable Sales Orders, endorsements, or statements of work, which are incorporated by reference.
2. Definitions
For purposes of this Agreement, the following definitions apply:
(a) “Computer System”
Refers to Client‑owned, leased, or licensed computer hardware and software covered under an applicable Sales Order, including additional systems designated by Client during the course of the service relationship.
(b) “Services”
Refers to IT support, maintenance, monitoring, and management services provided by Service Provider as described in applicable Sales Orders and related documents.
3. Description of Services
Beginning on the applicable contract start date, Service Provider shall provide the Services specified in the applicable Sales Order in a professional and commercially reasonable manner, using qualified personnel.
Client agrees to provide reasonable access to systems, facilities, and information necessary for Service Provider to perform the Services.
Any procurement of hardware, software, or third‑party services on Client’s behalf shall be subject to Client approval and billed separately unless otherwise specified in writing.
4. Term and Termination
Unless otherwise stated in a Sales Order, this Agreement is month‑to‑month and may be terminated by either party for any reason upon written notice.
Termination of this Agreement does not relieve Client of its obligation to pay for Services rendered prior to termination.
5. Payment Terms
Client agrees to pay all fees as specified in applicable Sales Orders or invoices. Payment terms, accepted payment methods, and billing cycles are defined in the applicable Sales Order.
Service Provider reserves the right to suspend Services for non‑payment, subject to the terms of this Agreement and applicable law.
6. Confidentiality
Service Provider agrees to treat Client confidential information as confidential and to use such information solely for the purpose of providing Services under this Agreement.
This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.
Confidentiality obligations survive termination of this Agreement.
7. Passwords and Access Information
Client may provide credentials or access information necessary for Service Provider to perform the Services. Service Provider will handle such information in a commercially reasonable and secure manner and use it solely for service delivery purposes.
8. Warranty and Best Efforts
Service Provider shall perform the Services using reasonable care and skill consistent with generally accepted standards for IT service providers operating in California.
Services are provided on a “best efforts” basis. Due to the nature of information technology systems and third‑party software, Service Provider does not guarantee uninterrupted operation, absolute security, or error‑free performance.
Except as expressly stated in this Agreement, Services are provided “as is” without additional warranties of any kind.
9. Limitation of Responsibility
Client acknowledges that technology systems are subject to inherent risks, including hardware failure, software defects, cyber threats, and user error. Service Provider shall not be responsible for failures or damages caused by factors outside of its reasonable control, including actions or omissions of third‑party vendors.
10. Force Majeure
Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including acts of God, natural disasters, labor disputes, power failures, or governmental actions, provided reasonable notice is given when practicable.
11. Dispute Resolution
Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration decision shall be final and binding.
Each party shall continue to perform its undisputed obligations during the pendency of any dispute.
12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict‑of‑law principles.
13. Entire Agreement
This Agreement, together with referenced Sales Orders and incorporated documents, constitutes the entire agreement between the parties relating to the Services and supersedes all prior discussions or agreements, whether written or oral.
14. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15. Amendments
This Agreement may be amended only by a written document executed by authorized representatives of both parties.
16. Notices
Notices under this Agreement shall be delivered in writing to the addresses specified in the applicable Sales Order or otherwise provided in writing by either party.
17. Waiver
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
18. Scope of Application
This Agreement applies to all Services provided by Service Provider unless expressly superseded by a separate written agreement.